The proposed research considers two main questions -- what factors influence the location decisions of the elderly and how have these migration behaviors changed over time? The proposed research offers two important improvements over past studies: 1) a more thorough examination of the role of state fiscal policy, especially state income tax preferences for the elderly, and 2) the use of panel migration flow data, from four censuses (1970-2000), for the elderly and nonelderly. The empirical analysis estimates the migration flows over these years as a function of the characteristics, including state fiscal policy, of the sending and receiving states. The rich migration data facilitates including a large set of policy variables and permits us to model econometrically unobserved destination, origin and even flow effects. This analysis allows us to see how changes in policy lead to changes in migration behavior, which better isolates the effects of state characteristics on elderly migration. Repeating the analysis for nonelderly migration allows us to identify the differential effects of these factors on elderly (as opposed to nonelderly) migration. A supplemental, descriptive analysis using the PUMS will provide insight into how the composition (e.g., health, affluence, age and other 'life-course' attributes) of elderly migrants has changed during this period and been influenced by state characteristics. Two additional byproducts of this research are a full accounting of the evolution of state income tax preferences for the elderly and a descriptive analysis of how elderly and nonelderly migration flows and corridors (the movement of individuals between two states) have changed over time. Elderly migration and the resulting change in demographics can have serious implications for states' public health care systems and fiscal well-being. Estimated state revenue losses due to elderly income tax preferences and changes to estate/inheritance tax laws are substantial. Such losses make it more difficult for states to address the strain on their public health care systems as their populations age. The aging of the overall U.S. population and the growing fiscal role of the states exacerbates this dynamic. This research adds to our understanding of these policies and their effects on state demographics, which is critical to devising policies that address the demands, health care and otherwise, of an aging U.S. population. [unreadable] [unreadable] [unreadable] [unreadable]